VOTING AGREEMENT BY AND AMONG ELC HOLDINGS CORPORATION AND THE PERSONS LISTED ON SCHEDULE I HERETO DATED AS OF JULY 19, 2006Voting Agreement • July 21st, 2006 • Simon William E & Sons Private Equity Partners Lp • Retail-catalog & mail-order houses • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 19, 2006, by and between ELC Holdings Corporation, a Delaware corporation (“Parent”), and the stockholder listed on Schedule I hereto (together with any permitted assigns hereunder, “Stockholder”).
Joint Filing AgreementJoint Filing Agreement • July 21st, 2006 • Simon William E & Sons Private Equity Partners Lp • Retail-catalog & mail-order houses
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Excelligence Learning Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.
